Austria: Suspending The Activity Of A Moldovan Limited Liability Company: Is It Worth It?

Why should one know about sus­pend­ing the activ­ity of a Moldovan lim­ited lia­bil­ity com­pany (LLC)? What are the steps to be fol­lowed? What are the pros and cons?

Gen­er­ally, apart from dis­so­lu­tion (liq­ui­da­tion), an LLC can tem­po­rary sus­pend its activ­ity for a period that may not exceed three years as of state reg­is­tra­tion of sus­pen­sion. Start­ing with the date of state reg­is­tra­tion of sus­pen­sion, an LLC is not required to sub­mit any reports with the Moldovan author­i­ties or pay any taxes.

Pro­ce­dure

Cor­po­rate decision

The pro­ce­dure is ini­ti­ated on the basis of an LLC's shareholder(s) cor­po­rate deci­sion (pro­to­col or deci­sion of the sole share­holder; Deci­sion). The Deci­sion has to be in due form and pro­vide for the exact period of sus­pen­sion. It must also be accom­pa­nied by an empow­er­ment list­ing per­sons that will carry the legal/other formalities.

Simul­ta­ne­ously / prior to / imme­di­ately after the Deci­sion, it is advis­able that the LLC sum­marise infor­ma­tion on its cur­rent cred­i­tors and pend­ing con­trac­tual rela­tions. This can be effected via a legal due dili­gence. An exhaus­tive cred­i­tors' list and contracts-to-be-addressed list are cru­cial for the suc­cess of the entire procedure.

Noti­fi­ca­tion of creditors

Next, the LLC must notify in writ­ing all cred­i­tors about its inten­tion to sus­pend one month prior to pub­lish­ing the Deci­sion in the Offi­cial Gazette (OG). In prac­tice, we rec­om­mend that orig­i­nal notices by the LLC be kept for any pos­si­ble later dispute(s) with creditors.

In the period that fol­lows the noti­fi­ca­tion and prior to state reg­is­tra­tion, the LLC must set­tle all rela­tions with its cred­i­tors and ter­mi­nate or restruc­ture its con­trac­tual rela­tions with third parties.

Pub­li­ca­tion

Addi­tion­ally, the LLC must pub­lish the Deci­sion in the OG. From the day of pub­li­ca­tion, a two-month period starts run­ning for cred­i­tors to raise their claims against the suspension.

Labour for­mal­i­ties

Moldovan law is pro­tec­tive towards employ­ees. It is cru­cial to solve the labour issue prior to state reg­is­tra­tion of sus­pen­sion, since a fail­ure to address this will leave a risk that the sus­pen­sion is annulled later.

Employ­ees' labour agree­ments can be sus­pended with their con­sent (Arti­cle 77 Labour Code). Should employ­ees how­ever dis­agree to sus­pend their labour rela­tions, uni­lat­eral ter­mi­na­tion option(s) by the LLC should be con­sid­ered (col­lec­tive dis­missals, etc.).

Tax audit

A sus­pen­sion can be legally reg­is­tered after a state tax audit con­firms that the LLC has no debts to the state budget(s). Usu­ally, an appli­ca­tion to be sub­jected to a tax audit is filed with the tax inspec­torate after pub­li­ca­tion in the OG.

Depend­ing on the exact activ­ity of the LLC, a state tax audit may last from one week to up to two months, some­times even longer.

The audit ends with a ver­i­fi­ca­tion act and a con­fir­ma­tion of absence of debts towards the Moldovan state.

State reg­is­tra­tion of suspension

Fol­low­ing the expiry of two months after the pub­li­ca­tion with the OG, the LLC files an appli­ca­tion with the Moldovan trade reg­is­ter (Cam­era Înreg­istrării de Stat; TR). If the appli­ca­tion com­plies with the law and there are no objec­tions from cred­i­tors, the TR takes effect with the cor­re­spond­ing state reg­is­tra­tion with the State Reg­is­ter of Com­pa­nies and sus­pends the LLC for a con­crete period (but not exceed­ing three years as of the date of state registration).

Report­ing and tax­a­tion duties

Start­ing the day of state reg­is­tra­tion of sus­pen­sion, the LLC is not required to sub­mit any reports with the Moldovan author­i­ties or to pay taxes, except for the real estate-related reports. Real estate taxes are to be paid imme­di­ately after the LLC restarts its activity.

Dur­ing the sus­pen­sion, the LLC may not per­form any com­mer­cial activ­i­ties under threat of lia­bil­ity (admin­is­tra­tive and penal) and risk to repay the caused prejudice.

Retak­ing activity

An LLC may decide to can­cel its sus­pen­sion, through its com­pe­tent body, at any time (includ­ing before expiry of the ini­tial sus­pen­sion period). The deci­sion to restart the activ­ity is to be filed with the TR accom­pa­nied by an appli­ca­tion and enclosed as regulated.

Should in the course of a sus­pen­sion a cred­i­tor with claims be dis­cov­ered (and files a com­plaint with the TR), the TR must annul the sus­pen­sion (Art.30(9) Entre­pre­neur­ship Act).

Quote: Pros of suspending the activity of a Moldovan limited liability company: (i) keep a company non-operational without liquidating it; (ii) quick to implement; (ii) easy to restart activity. Cons: (i) may prove as expensive and time consuming as a liquidation (eg, in case of labour or tax issues); (ii) can be annulled also by creditors.

This article was originally published in the schoenherr roadmap`14 - if you would like to receive a complimentary copy of this publication, please visit: pr.schoenherr.eu/roadmap.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on Mondaq.com.

Click to Login as an existing user or Register so you can print this article.

Authors
 
Some comments from our readers…
“The articles are extremely timely and highly applicable”
“I often find critical information not available elsewhere”
“As in-house counsel, Mondaq’s service is of great value”

Up-coming Events Search
Tools
Print
Font Size:
Translation
Channels
Mondaq on Twitter
 
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
 
Email Address
Company Name
Password
Confirm Password
Position
Mondaq Topics -- Select your Interests
 Accounting
 Anti-trust
 Commercial
 Compliance
 Consumer
 Criminal
 Employment
 Energy
 Environment
 Family
 Finance
 Government
 Healthcare
 Immigration
 Insolvency
 Insurance
 International
 IP
 Law Performance
 Law Practice
 Litigation
 Media & IT
 Privacy
 Real Estate
 Strategy
 Tax
 Technology
 Transport
 Wealth Mgt
Regions
Africa
Asia
Asia Pacific
Australasia
Canada
Caribbean
Europe
European Union
Latin America
Middle East
U.K.
United States
Worldwide Updates
Registration
Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:
  • To allow you to personalize the Mondaq websites you are visiting.
  • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our information providers who provide information free for your use.
  • Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.
    If you do not want us to provide your name and email address you may opt out by clicking here
    If you do not wish to receive any future announcements of products and services offered by Mondaq you may opt out by clicking here

    Terms & Conditions and Privacy Statement

    Mondaq.com (the Website) is owned and managed by Mondaq Ltd and as a user you are granted a non-exclusive, revocable license to access the Website under its terms and conditions of use. Your use of the Website constitutes your agreement to the following terms and conditions of use. Mondaq Ltd may terminate your use of the Website if you are in breach of these terms and conditions or if Mondaq Ltd decides to terminate your license of use for whatever reason.

    Use of www.mondaq.com

    You may use the Website but are required to register as a user if you wish to read the full text of the content and articles available (the Content). You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these terms & conditions or with the prior written consent of Mondaq Ltd. You may not use electronic or other means to extract details or information about Mondaq.com’s content, users or contributors in order to offer them any services or products which compete directly or indirectly with Mondaq Ltd’s services and products.

    Disclaimer

    Mondaq Ltd and/or its respective suppliers make no representations about the suitability of the information contained in the documents and related graphics published on this server for any purpose. All such documents and related graphics are provided "as is" without warranty of any kind. Mondaq Ltd and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this information, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. In no event shall Mondaq Ltd and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of information available from this server.

    The documents and related graphics published on this server could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein. Mondaq Ltd and/or its respective suppliers may make improvements and/or changes in the product(s) and/or the program(s) described herein at any time.

    Registration

    Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:

    • To allow you to personalize the Mondaq websites you are visiting.
    • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
    • To produce demographic feedback for our information providers who provide information free for your use.

    Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.

    Information Collection and Use

    We require site users to register with Mondaq (and its affiliate sites) to view the free information on the site. We also collect information from our users at several different points on the websites: this is so that we can customise the sites according to individual usage, provide 'session-aware' functionality, and ensure that content is acquired and developed appropriately. This gives us an overall picture of our user profiles, which in turn shows to our Editorial Contributors the type of person they are reaching by posting articles on Mondaq (and its affiliate sites) – meaning more free content for registered users.

    We are only able to provide the material on the Mondaq (and its affiliate sites) site free to site visitors because we can pass on information about the pages that users are viewing and the personal information users provide to us (e.g. email addresses) to reputable contributing firms such as law firms who author those pages. We do not sell or rent information to anyone else other than the authors of those pages, who may change from time to time. Should you wish us not to disclose your details to any of these parties, please tick the box above or tick the box marked "Opt out of Registration Information Disclosure" on the Your Profile page. We and our author organisations may only contact you via email or other means if you allow us to do so. Users can opt out of contact when they register on the site, or send an email to unsubscribe@mondaq.com with “no disclosure” in the subject heading

    Mondaq News Alerts

    In order to receive Mondaq News Alerts, users have to complete a separate registration form. This is a personalised service where users choose regions and topics of interest and we send it only to those users who have requested it. Users can stop receiving these Alerts by going to the Mondaq News Alerts page and deselecting all interest areas. In the same way users can amend their personal preferences to add or remove subject areas.

    Cookies

    A cookie is a small text file written to a user’s hard drive that contains an identifying user number. The cookies do not contain any personal information about users. We use the cookie so users do not have to log in every time they use the service and the cookie will automatically expire if you do not visit the Mondaq website (or its affiliate sites) for 12 months. We also use the cookie to personalise a user's experience of the site (for example to show information specific to a user's region). As the Mondaq sites are fully personalised and cookies are essential to its core technology the site will function unpredictably with browsers that do not support cookies - or where cookies are disabled (in these circumstances we advise you to attempt to locate the information you require elsewhere on the web). However if you are concerned about the presence of a Mondaq cookie on your machine you can also choose to expire the cookie immediately (remove it) by selecting the 'Log Off' menu option as the last thing you do when you use the site.

    Some of our business partners may use cookies on our site (for example, advertisers). However, we have no access to or control over these cookies and we are not aware of any at present that do so.

    Log Files

    We use IP addresses to analyse trends, administer the site, track movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.

    Links

    This web site contains links to other sites. Please be aware that Mondaq (or its affiliate sites) are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of these third party sites. This privacy statement applies solely to information collected by this Web site.

    Surveys & Contests

    From time-to-time our site requests information from users via surveys or contests. Participation in these surveys or contests is completely voluntary and the user therefore has a choice whether or not to disclose any information requested. Information requested may include contact information (such as name and delivery address), and demographic information (such as postcode, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used for purposes of monitoring or improving the functionality of the site.

    Mail-A-Friend

    If a user elects to use our referral service for informing a friend about our site, we ask them for the friend’s name and email address. Mondaq stores this information and may contact the friend to invite them to register with Mondaq, but they will not be contacted more than once. The friend may contact Mondaq to request the removal of this information from our database.

    Emails

    From time to time Mondaq may send you emails promoting Mondaq services including new services. You may opt out of receiving such emails by clicking below.

    *** If you do not wish to receive any future announcements of services offered by Mondaq you may opt out by clicking here .

    Security

    This website takes every reasonable precaution to protect our users’ information. When users submit sensitive information via the website, your information is protected using firewalls and other security technology. If you have any questions about the security at our website, you can send an email to webmaster@mondaq.com.

    Correcting/Updating Personal Information

    If a user’s personally identifiable information changes (such as postcode), or if a user no longer desires our service, we will endeavour to provide a way to correct, update or remove that user’s personal data provided to us. This can usually be done at the “Your Profile” page or by sending an email to EditorialAdvisor@mondaq.com.

    Notification of Changes

    If we decide to change our Terms & Conditions or Privacy Policy, we will post those changes on our site so our users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by way of an email. Users will have a choice as to whether or not we use their information in this different manner. We will use information in accordance with the privacy policy under which the information was collected.

    How to contact Mondaq

    You can contact us with comments or queries at enquiries@mondaq.com.

    If for some reason you believe Mondaq Ltd. has not adhered to these principles, please notify us by e-mail at problems@mondaq.com and we will use commercially reasonable efforts to determine and correct the problem promptly.

    By clicking Register you state you have read and agree to our Terms and Conditions